SEC News Digest

Enforcement Proceedings

Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Six Public Companies for Failure to Make Required Periodic Filings

Today the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of six companies for failure to make required periodic filings with the Commission:

In this Order, the Division of Enforcement (Division) alleges that the six issuers are delinquent in their required periodic filings with the Commission.

In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-63939; File No. 3-14270)

Benedict P. Rybicki, CPA, Reinstated to Appear and Practice Before the Commission as an Accountant

Pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice, Benedict P. Rybicki, CPA, has applied for and been granted reinstatement of his privilege to appear and practice before the Commission as an accountant. Mr. Rybicki was denied the privilege of appearing or practicing before the Commission on August 5, 2004. His reinstatement is effective immediately. (Rel. 34-63940; AAE Rel. 3245; File No. 3-11377)

On Feb. 10, 2011, the Commission amended its complaint in SEC v. Greenstone Holdings, Inc., et al., 10 civ. 1302 (S.D.N.Y.), to add as a defendant Virginia K. Sourlis, a securities lawyer. According to the amended complaint, in early 2006, Sourlis intentionally authored a materially false and misleading legal opinion, which Greenstone used to illegally issue millions of shares of stock in unregistered transactions. Among other things, Sourlis falsely described promissory notes, note holders, and communications with those holders, none of which actually existed. The SEC alleges that, contrary to Sourlis’ fraudulent opinion letter, the stock issuance did not qualify for an exemption from registration under the federal securities laws.

Self-Regulatory Organizations

Proposed Rule Change

The NASDAQ Stock Market filed a proposed rule change (SR-NASDAQ-2011-025) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, to amend The NASDAQ OMX Group, Inc. by-laws. Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63925)

The Commission instituted proceedings to determine whether to disapprove a proposed rule change, as modified by Amendment No. 2 (SR-EDGA-2010-18), submitted by EDGA Exchange pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, to amend EDGA Rules 11.9 and 11.5. Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63929)

The Commission instituted proceedings to determine whether to disapprove a proposed rule change, as modified by Amendment No. 2 (SR-EDGX-2010-17), submitted by EDGX Exchange pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, to amend EDGX Rules 11.9 and 11.5. Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63930)

Approval of Proposed Rule Change

The Commission approved a proposed rule change (SR-FINRA 2010-056) submitted by the Financial Industry Regulatory Authority pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt FINRA Rule 1113 (Restrictions Pertaining to New Member Applications) and to amend FINRA Rule 9520 Series (Eligibility Proceedings). Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63933)

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by New York Stock Exchange to amend the Exchange price list (SR-NYSE-2011-04) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63934)

A proposed rule change filed by NYSE Amex to amend the Exchange price list (SR-NYSEAmex-2011-07) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of February 21. (Rel. 34-63935)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.